Exhibit 8.1
(212)373-3000
212-757-3990
March 19, 2018
Apollo Global Management, LLC
9 West 57th Street, 43rd Floor
New York, New York 10019
Registration Statement on FormS-3ASR (FileNo. 333-211225)
Dear Sirs:
In connection with the Registration Statement onForm S-3ASR (FileNo. 333-211225) (the “Registration Statement”) of Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), which became effective on May 9, 2016, you have asked us to furnish our opinion as to certain tax matters in connection with the Company’s 6.375% Series B Preferred Shares (the “Preferred Shares”), which are registered under the Registration Statement and which are being sold today pursuant to an Underwriting Agreement dated March 12, 2018, by and among representatives signatories thereto, as representatives of the underwriters named on Schedule I thereto, and the Company.
In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the
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execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation andby-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect on the effective date of the Registration Statement. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any change in law or the facts regarding the Registration Statement, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention.
Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth herein and in the prospectus supplement dated March 12, 2018 (the “Prospectus Supplement”), the discussion set forth under the caption “Material U.S. Federal Tax Considerations” in the Prospectus Supplement, insofar as it expresses conclusions as to the application of United States federal tax law, is our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Preferred Shares.
We are furnishing this letter in our capacity as United States federal income tax counsel to the Company.
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We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the base prospectus included in the Registration Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
